BUSINESS LOAN AGREEMENT (ALASKA)

(Comprehensive Template - Alaska Law)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. The Loan
4. Conditions Precedent
5. Representations & Warranties
6. Affirmative Covenants
7. Negative Covenants
8. Financial Reporting & Inspection Rights
9. Events of Default
10. Remedies
11. Fees, Expenses & Indemnification
12. Limitation of Liability; Risk Allocation
13. Governing Law; Jurisdiction; Dispute Resolution
14. Miscellaneous Provisions
15. Execution Block

1. DOCUMENT HEADER

1.1 Title

BUSINESS LOAN AGREEMENT

1.2 Parties

This Business Loan Agreement (the "Agreement") is made as of [Effective Date] by and between:

(a) [Lender Legal Name], a [State of Formation] [entity type] ("Lender"); and
(b) [Borrower Legal Name], a [State of Formation] [entity type] ("Borrower").

1.3 Recitals

A. Borrower has requested that Lender extend credit in the aggregate principal amount of up to [Loan Amount].
B. Lender is willing to extend such credit upon the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

"Applicable Law" means all laws, statutes, rules, regulations, and orders applicable to the Parties.
"Business Day" means any day other than a Saturday, Sunday, or day on which commercial banks in Alaska are closed.
"Event of Default" has the meaning set forth in Section 9.1.

3. THE LOAN

3.1 Commitment & Purpose

Lender agrees to lend to Borrower up to an aggregate principal amount not to exceed [Loan Amount] (the "Commitment").

3.2 Note

The Loan shall be evidenced by a promissory note substantially in the form of Exhibit A.

3.3 Disbursements

Borrower shall submit written borrowing requests at least [number] Business Days prior to desired funding.

3.4 Interest

3.4.1 Interest Rate. The outstanding Principal Balance shall bear interest at [Reference Rate] + [Spread]%.

3.4.2 Alaska Usury Savings Clause. The parties intend to comply with Alaska usury law (AS 45.45.010). The legal rate of interest in Alaska is 10.5% per annum; parties may contract for any rate in writing. In no event shall interest exceed the maximum lawful rate. Any excess shall be applied to principal.

3.5 Payments

3.5.1 Scheduled Payments. Monthly payments commencing on [First Payment Date].
3.5.2 Maturity Date. All amounts due on [Maturity Date].
3.5.3 Prepayment. Borrower may prepay without penalty.

4. CONDITIONS PRECEDENT

Lender's obligation to fund is subject to:
4.1 Delivery of executed Loan Documents.
4.2 Delivery of authority documents.
4.3 No Material Adverse Effect.

5. REPRESENTATIONS & WARRANTIES

Borrower represents and warrants:
5.1 Organization; Good Standing.
5.2 Authority; Enforceability.
5.3 No Conflict.
5.4 Financial Statements are accurate.
5.5 No material Litigation pending.
5.6 Compliance With Law.

6. AFFIRMATIVE COVENANTS

Borrower shall:
6.1 Deliver financial statements quarterly and annually.
6.2 Preserve legal existence.
6.3 Maintain books and records; permit inspection.
6.4 Timely file tax returns.
6.5 Maintain insurance.

7. NEGATIVE COVENANTS

Without Lender's consent, Borrower shall not:
7.1 Incur additional Indebtedness.
7.2 Create Liens.
7.3 Make distributions impairing repayment.
7.4 Merge or sell substantially all assets.

8. FINANCIAL REPORTING & INSPECTION RIGHTS

Borrower shall provide financial statements and permit Lender inspection upon reasonable notice.

9. EVENTS OF DEFAULT

9.1 Events of Default

(a) Payment Default.
(b) Covenant Default continuing for [number] days after notice.
(c) Misrepresentation.
(d) Cross-Default.
(e) Insolvency.
(f) Judgments exceeding [threshold amount].
(g) Unapproved Change of Control.

9.2 Automatic Acceleration

Upon Insolvency, all Obligations become immediately due.

9.3 Optional Acceleration

Upon other defaults, Lender may declare Obligations due.

10. REMEDIES

10.1 Remedies are cumulative.
10.2 Lender may set off deposits against Obligations.
10.3 Lender may seek specific performance and injunctive relief.
10.4 Borrower shall pay Lender's attorney fees.
10.5 Default interest applies after Event of Default.

11. FEES, EXPENSES & INDEMNIFICATION

11.1 Fees and Expenses

Borrower shall pay commitment fee, administration fee, and Lender's expenses.

11.2 Taxes

Payments shall be made free of withholding.

11.3 Borrower Indemnification

Borrower shall indemnify Lender for losses arising from the Loan Documents, except for Lender's gross negligence or willful misconduct.

12. LIMITATION OF LIABILITY; RISK ALLOCATION

12.1 Lender's aggregate liability shall not exceed amounts received from Borrower.
12.2 Neither Party is liable for consequential damages.

13. GOVERNING LAW; JURISDICTION; DISPUTE RESOLUTION

13.1 Governing Law

This Agreement shall be governed by Alaska law.

13.2 Exclusive Jurisdiction

The Parties submit to exclusive jurisdiction of Alaska state and federal courts.

13.3 Arbitration [OPTIONAL]

Disputes may be resolved by binding arbitration in [City, Alaska].

13.4 Jury Trial Waiver [OPTIONAL]

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

13.5 Equitable Relief

Lender may seek injunctive relief from any court.

14. MISCELLANEOUS PROVISIONS

14.1 Amendments require written consent.
14.2 Borrower may not assign without consent.
14.3 Agreement binds successors and assigns.
14.4 Invalid provisions shall be severed.
14.5 This Agreement is the entire agreement.
14.6 Electronic signatures are valid.
14.7 Notices shall be in writing.
14.8 Time is of the essence.

15. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

LENDER:
[LENDER LEGAL NAME]

By: _______________________________
Name: _____________________________
Title: ______________________________

BORROWER:
[BORROWER LEGAL NAME]

By: _______________________________
Name: _____________________________
Title: ______________________________